-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N0V+H9hgjRYsZjLjG62SJspO8oLBAjmxYytGwoeKdl/NRxuuiaPGZrAPKVhMAAF7 DjrT17dmccIeM7leCWDyQQ== 0000866970-09-000001.txt : 20090130 0000866970-09-000001.hdr.sgml : 20090130 20090130103340 ACCESSION NUMBER: 0000866970-09-000001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090128 FILED AS OF DATE: 20090130 DATE AS OF CHANGE: 20090130 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rao Govi CENTRAL INDEX KEY: 0001414297 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20354 FILM NUMBER: 09556413 BUSINESS ADDRESS: BUSINESS PHONE: 610.745.9590 MAIL ADDRESS: STREET 1: 37 DAVENPORT WAY CITY: HILLSBOROUGH STATE: NJ ZIP: 08844 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LIGHTING SCIENCE GROUP CORP CENTRAL INDEX KEY: 0000866970 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 232596710 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2100 MCKINNEY AVENUE STREET 2: SUITE 1555 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143823630 MAIL ADDRESS: STREET 1: 2100 MCKINNEY AVENUE STREET 2: SUITE 1555 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX GROUP CORP DATE OF NAME CHANGE: 20001130 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX HEATHCARE CORP DATE OF NAME CHANGE: 19990519 FORMER COMPANY: FORMER CONFORMED NAME: IATROS HEALTH NETWORK INC DATE OF NAME CHANGE: 19941221 4 1 primary_doc.xml PRIMARY DOCUMENT X0303 4 2009-01-28 0 0000866970 LIGHTING SCIENCE GROUP CORP LSCG 0001414297 Rao Govi 37 DAVENPORT WAY HILLSBOROUGH NJ 08844 1 1 0 0 Director, Chairman and CEO Series C Preferred Stock 2009-01-28 4 P 0 11764 12.75 A 11764 D Warant (option to purchase) 0.85 2009-01-28 4 J 0 176460 A 2013-12-31 Common Stock 176460 176460 D Warrant was received in connection with the purchase of Series C Preferred Stock. The warrant becomes exercisable upon a voluntary or involuntary liquidation, dissolution or winding-up of the Issuer, a change of control of the Issuer or the redemption, repurchase or other acquisition of all of the shares of Series C Preferred Stock by the Issuer, but in no event before 75 days after the date of issuance of the warrant. Change of control is defined as the existence or occurrence of any of the following: (a) the sale, conveyance, contribution or disposition of all or substantially all of the assets of the Issuer (including pursuant to a joint venture arrangement or other transaction in which the Issuer receives more than fifty percent (50%) of the voting equity in another entity or a general partnership); (b) the effectuation of a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Issuer is disposed of (continued on the next footnote) (Continued from the last footnote)...(other than as a direct result of normal, uncoordinated trading activities in the common stock generally); (c) the consolidation, merger or other business combination of the Issuer with or into any other entity, immediately following which the prior stockholders of the Issuer fail to own, directly or indirectly, at least fifty percent (50%) of the voting equity of the surviving entity; (d) a transaction or series of transactions in which any person or "group" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) acquires more than fifty percent (50%) of the voting equity of the Issuer; (e) the replacement of a majority of the board of directors with individuals who were not nominated or elected by at least a majority of the directors at the time of such replacement; (Continued on the next footnote) (Continued from the last footnote)... or (f) a transaction or series of transactions that constitutes or results in a "going private transaction" (as defined in Section 13(e) of the Exchange Act and the regulations of the U.S. Securities and Exchange Commission issued thereunder). Govi Rao 2009-01-30 -----END PRIVACY-ENHANCED MESSAGE-----